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AGIOS PHARMACEUTICALS, INC. Director's Dealing 2026

Jan 3, 2026

31580_dirs_2026-01-02_9f776809-fdd1-4f52-9c62-c82cb9bd2720.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS, INC. (AGIO)
CIK: 0001439222
Period of Report: 2025-12-30

Reporting Person: Goff Brian (Director, Chief Executive Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-12-30 Common stock M 25528 Acquired 149056 Direct
2025-12-30 Common stock S 12473 $27.09 Disposed 136583 Direct
2025-12-30 Common stock M 12750 Acquired 149333 Direct
2025-12-30 Common stock S 6230 $27.09 Disposed 143103 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-12-30 Performance share units $ M 25528 Disposed Common stock (25528) Direct
2025-12-30 Performance share units $ M 12750 Disposed Common stock (12750) Direct

Footnotes

F1: Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's performance share units. This transaction was effected pursuant to durable automatic sale instructions consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act. Such instructions were included in the reporting person's performance share unit agreement dated August 8, 2022.

F2: Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's performance share units. This transaction was effected pursuant to durable automatic sale instructions consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act. Such instructions were included in the reporting person's performance share unit agreement dated March 1, 2023.

F3: Each performance share unit represents a contingent right to receive one share of the issuer's common stock.

F4: The PSUs were granted on August 8, 2022. The PSUs vest as to 15% of the underlying shares upon the achievement of a specified research milestone and as to the remaining underlying shares upon the achievement of other clinical and regulatory milestones. The performance criteria for the specified regulatory milestone was determined to have been met on December 29, 2025, resulting in the vesting of the PSUs as to 15% of the underlying shares of common stock. Vested shares will be delivered to the reporting person within three business days after such shares become vested.

F5: The PSUs were granted on March 1, 2023. The PSUs vest as to 50% of the underlying shares upon the achievement of a specified research milestone and as to the remaining 50% of the underlying shares upon the achievement of a specified regulatory milestone. The performance criteria for the specified regulatory milestone was determined to have been met on December 29, 2025, resulting in the vesting of the PSUs as to 50% of the underlying shares. Vested shares will be delivered to the reporting person within three business days after such shares become vested.